|
Exhibit
10.19
2008 OPTION
PLAN
OF
LOCAL INSIGHT MEDIA
HOLDINGS, INC.
Local Insight Media
Holdings, Inc., a Delaware corporation (the “ Company
”) has adopted this 2008 Option Plan of Local Insight Media
Holdings, Inc. (the “ Plan ”), as of
June 20, 2008, for the benefit of eligible Employees,
Consultants and Non-Employee Directors (as such terms are defined
below). The purpose of this Plan is to provide such Employees,
Consultants and Non-Employee Directors with an opportunity to
participate in the Company’s future by offering them Options
(as defined below) to purchase shares in the Company so as to
enhance the Company’s ability to attract and retain
individuals of exceptional talent to contribute to the sustained
progress, growth and profitability of the Company and its
Subsidiaries.
Pursuant to this
Plan, Optionees (as defined below) may be granted an Option to
purchase Shares (as defined below). The Shares so acquired shall be
governed by, and will be subject to, the transfer and other
restrictions contained in (a) this Plan, (b) an Option
Agreement (as defined below) to be executed by and between the
Company and each such Optionee (including exhibits thereto), and
(c) the Stockholders Agreement (as defined below).
ARTICLE I.
DEFINITIONS
Whenever the
following terms are used in this Plan, they shall have the meaning
specified below unless the context clearly indicates to the
contrary. Any other capitalized terms used in this Plan but not
otherwise defined herein shall have their respective meaning set
forth in the LLC Agreement. The masculine pronoun shall include the
feminine and neuter and the singular shall include the plural,
where the context so indicates.
1.1 “
Board ” shall mean the Board of Directors of the
Company.
1.2 “
Code ” shall mean the Internal Revenue Code of 1986,
as amended.
1.3 “
Committee ” shall have the meaning set forth in
Section 7.1 .
1.4 “
Company ” shall have the meaning set forth in the
Recitals.
1.5 “
Company Sale ” shall have the meaning ascribed thereto
in the Stockholders Agreement.
1.6 “
Consultant ” shall mean any consultant or adviser if:
(a) the consultant or adviser renders bona fide services to
the Company or to any Subsidiary; (b) the services rendered by
the consultant or adviser are not in connection with the offer or
sale of securities in a capital-raising transaction and do not
directly or indirectly promote or maintain a market for the
Company’s securities; and (c) the consultant or adviser
is a natural person who has contracted directly with the Company or
any Subsidiary to render such services.
1.7 “
Eligible Representative ” for an Optionee shall mean
such Optionee’s personal representative or such other person
as is empowered under the deceased Optionee’s will or the
then applicable laws of descent and distribution to represent the
Optionee hereunder.
1.8 “
Employee ” shall mean any officer or other employee
(as defined in accordance with Section 3401(c) of the Code) of
the Company or of any Subsidiary. An Optionee shall not cease to be
an Employee in the case of (a) any leave of absence approved
by the Company or (b) transfers between locations of the
Company or between the Company, any Subsidiary or any successor.
Notwithstanding the foregoing, the term Employee shall not include
any individual whose services with the Company are performed
pursuant to a contract that purports to treat such individual as an
independent contractor even if such individual is later determined
(by judicial action or otherwise) to have been a common law
employee of the Company, rather than an independent
contractor.
1.9 “
Exchange Act ” shall mean the Securities Exchange Act
of 1934, as amended.
1.10 “
Fair Market Value ” of a Share as of a given date
shall mean the fair market value of such Share as determined in
good faith by the Committee.
1.11 “
Non-Employee Director ” shall mean a member of the
Board who is not an Employee.
1.12 “
Option ” shall mean an option granted under this Plan
to purchase Shares. No Option shall be an “ incentive
stock option ” within the meaning of Section 422 of
the Code.
1.13 “
Option Agreement ” shall mean the Option Agreement
pursuant to which an Option shall be awarded to an Optionee under
this Plan.
1.14 “
Optionee ” shall mean any Employee, Consultant or
Non-Employee Director who is selected by the Committee to receive a
grant of Options pursuant to the provisions of Article III
hereof and who executes an Option Agreement pursuant to the
provisions of Section 4.1 hereof.
1.15 “
Person ” shall mean and include an individual, a
corporation, a partnership, a limited liability company, a joint
venture, a trust, an unincorporated organization and a government
or any department or agency thereof, or any entity similar to any
of the foregoing.
1.16 “
Plan ” shall mean this 2008 Option Plan of Local Media
Insight Holdings, Inc.
1.17 “
Securities Act ” shall mean the Securities Act of
1933, as amended.
1.18 “
Shares ” means the Company’s common stock, par
value $0.01 per share, or any security issued by the Company or any
successor in exchange or in substitution therefor.
1.19 “
Stockholder ” shall have the meaning set forth in the
Stockholders Agreement.
1.20 “
Stockholders Agreement ” means the Stockholders
Agreement made as of June 20, 2008 by and among the Company,
Local Insight Media Holdings, L.P., Welsh, Carson,
2
Anderson & Stowe
VIII, L.P., a Delaware limited partnership, Welsh, Carson,
Anderson & Stowe IX, L.P., a Delaware limited partnership,
WCAS Capital Partners III, L.P., a Delaware limited partnership,
each Person whose name is set forth on Schedule A thereto, Welsh,
Carson, Anderson & Stowe X, L.P., a Delaware limited
partnership, WCAS Capital Partners IV, L.P., a Delaware limited
partnership, WCAS Management Corporation, a Delaware corporation,
Spectrum Equity Investors III, L.P., SEI III Entrepreneurs’
Fund, L.P., Spectrum III Investment Managers’ Fund, L.P.,
Spectrum IV Investment Managers’ Fund, L.P., Spectrum Equity
Investors IV, L.P. and Spectrum Equity Investors Parallel IV,
L.P.
1.21 “
Subsidiary ” shall mean any business, whether or not
incorporated, more than fifty percent (50%) of whose
outstanding securities representing the right, other than as
affected by events of default, to vote for the election of the
Board (or persons performing similar functions) is owned by the
Company or by another Subsidiary of the Company.
1.22 “
Termination of Consultancy ” shall mean the time when
the engagement of an Optionee as a Consultant is terminated for any
reason, with or without cause, including, but not by way of
limitation, by resignation, discharge, death or retirement, but
excluding a termination where there is a simultaneous commencement
of employment with the Company or any Subsidiary. The Committee, in
its sole discretion, shall determine the effect of all matters and
questions relating to Termination of Consultancy.
1.23 “
Termination of Directorship ” shall mean the time when
an Optionee who is an Non-Employee Director ceases to be a member
of the Board for any reason, including but not by way of
limitation, a termination by resignation, failure to be elected or
appointed, death or retirement. The Board, in its sole discretion,
shall determine the effect of all matters and questions relating to
Termination of Directorship.
1.24 “
Termination of Employment ” shall mean the termination
for any reason, including death, disability, resignation,
retirement or termination with or without good cause, at any time,
of an Optionee’s employment with the Company and its
Subsidiaries. The Committee, in its absolute discretion, shall
determine the effect of all matters and questions relating to
Termination of Employment, including, but not by way of limitation,
when a Termination of Employment is effective and all questions of
whether particular leaves of absence constitute Terminations of
Employment. Notwithstanding any other provision of this Plan, the
Company and its Subsidiaries have an absolute and unrestricted
right to terminate an Employee’s employment at any time for
any reason whatsoever, with or without good cause, except to the
extent expressly provided otherwise in writing.
1.25 “
Transaction ” shall mean the series of transactions
pursuant to which Local Insight Media L.P., Local Insight Media
Inc., CII Acquisition Holding, Inc. and Local Insight Regatta
Holdings, Inc. become direct or indirect subsidiaries of the
Company.
3
ARTICLE II.
SHARES SUBJECT TO
PLAN
2.1 Shares
Subject to Plan . Not more than 40,003 Shares may be awarded
pursuant to Options granted under this Plan.
2.2 Unexercised
and Cash-Settled Options . If any Option (or portion thereof)
expires or is canceled without having been fully exercised, the
Shares subject to such Option (or portion thereof), but as to which
such Option was not exercised prior to its expiration or
cancellation, may again be awarded hereunder. However, if any
Option is settled in cash, the Shares underlying the exercised
portion of the Option shall not again be awarded
hereunder.
ARTICLE
III.
GRANTING OF
OPTIONS
3.1
Eligibility . Subject to Section 3.2 , any
(a) Employee; (b) Consultant; or (c) Non-Employee
Director shall be eligible to be granted Options.
3.2 Granting of
Options to Employees, Non-Employee Directors and Consultants
.
(a) The
Committee may from time to time, in its sole and absolute
discretion:
(i) Select
from among the Employees, Non-Employee Directors and Consultants
(including those to whom Options have been previously granted under
this Plan) such of them as in its opinion should be granted
Options;
(ii)
Determine the number of Shares to be subject to such Options
granted to such Employees, Non-Employee Directors and Consultants;
and
(iii)
Determine the terms and conditions of such Options, consistent with
this Plan.
(b) Upon the
selection of an Employee, Non-Employee Director or Consultant to be
granted an Option pursuant to Section 3.2(a) , the
Committee shall instruct the corporate secretary or another
authorized officer of the Company to issue such Option and may
impose such conditions on the grant of such Option as it deems
appropriate to the extent consistent with the terms and conditions
of this Plan.
ARTICLE IV.
TERMS OF
OPTIONS
4.1 Option
Agreement and Stockholders Agreement . Each Option shall be
evidenced by a written Option Agreement, which shall be executed by
the Optionee and an authorized officer of the Company and which
shall contain such terms and conditions as the Committee shall
determine, consistent with this Plan. Upon the receipt of an
Option, an Optionee shall,
4
automatically and without
further action on his or her part, be deemed to be a party to,
signatory of and bound by the Stockholders Agreement. At the
Company’s request, such Optionee shall execute the
Stockholders Agreement (or a joinder to the Stockholders
Agreement). All Shares awarded pursuant to Options granted under
this Plan shall be subject to the terms of the Stockholders
Agreement and shall, in the terms of each individual Option
Agreement, be subject to such additional restrictions as the
Committee shall provide, which restrictions may include, without
limitation, restrictions concerning transferability and
restrictions based on duration of employment with the Company,
performance by Employees or Company performance; provided, however,
that, by action taken in its absolute discretion after the Option
is issued, the Committee may, on such terms and conditions as it
may determine to be appropriate, remove any or all of the
restrictions imposed by the terms of the Option
Agreement.
4.2
Exercisability of Options
(a) Each
Option shall become exercisable according to the terms of the
applicable Option Agreement; provided , however ,
that by a resolution adopted after an Option is granted the
Committee may, on such terms and conditions as it may determine to
be appropriate, accelerate the time at which such Option or any
portion thereof may be exercised.
(b) Except as
otherwise provided in the applicable Option Agreement, no portion
of an Option which is unexercisable at Termination of Employment,
Termination of Consultancy or Termination of Directorship, as
applicable, shall thereafter become exercisable.
4.3 Exercise
Price . The exercise price per Share (“ Exercise
Price ”) awarded pursuant to an Option shall be set by
the Committee; provided , however , that the Exercise
Price of the Option shall be not less than 100% of the Fair Market
Value of such Share on the date such Option is granted.
4.4 Expiration
of Options . No Option may be exercised to any extent by anyone
after the expiration of ten years from the date the Option was
granted or such earlier date as is set forth in any applicable
Option Agreement.
4.5
Service-Provider Relationship . Nothing in this Plan or in
any Option Agreement hereunder shall confer upon any Optionee any
right to continue in the employ of, or serve as a Consultant for,
or serve as an Non-Employee Director of, the Company or any
Subsidiary, or shall interfere with or restrict in any way the
rights of the Company and any Subsidiary, which are hereby
expressly reserved, to discharge any Optionee at any time for any
reason whatsoever, with or without good cause, except to the extent
expressly pro
| 
